Twelve O'clock High

Introduction | Plot Summary | Characters | Commentary & Analysis




Twelve O'Clock High is a 1949 film about the United States Army's Eighth Air Force crews who flew daylight bombing missions against Germany and occupied France during World War II. The film was adapted by Sy Bartlett, Henry King (uncredited) and Beirne Lay Jr. from the 1948 novel by Bartlett and Lay. It was directed by King and starred Gregory Peck as Brigadier General Frank Savage, Gary Merrill as Colonel Keith Davenport, Millard Mitchell as General Patrick Pritchard, Dean Jagger as Major (later Lieutenant Colonel) Harvey Stovall, Hugh Marlowe as Lieutenant Colonel Ben Gately, and Robert Arthur as Sergeant McIllhenny.

The film won Academy Awards for Best Actor in a Supporting Role (Dean Jagger) and Best Sound, Recording. It was nominated for Best Actor in a Leading Role (Gregory Peck) and Best Picture.


The film begins in 1949, as American attorney Harvey Stovall (Dean Jagger) spies a familiar toby jug in an English antique shop, triggering a flash back to 1942 and his service in World War II at an air base at Archbury.

Colonel Keith Davenport (Gary Merrill) is the commanding officer of the 918th Bomb Group, a hard-luck unit suffering from poor morale. He has become too close to his men and is troubled by the losses sustained. General Patrick Pritchard (Millard Mitchell), commanding general of the VIII Bomber Command, Eighth Air Force, recognizes that Davenport himself is the problem and after a disastrous mission in which half the Group's bombers were shot down, relieves him of command. Brigadier General Frank Savage (Gregory Peck) is his replacement.

Savage finds his new command in disarray and begins to address the discipline problems. He deals with everyone so harshly that the men begin to detest him. At one point, he closes down the officers club bar as punishment.

Savage is particularly hard on Colonel Ben Gately (Hugh Marlowe), the Group Air Executive Officer, placing him under arrest for being Absent Without Leave (AWOL). Gately tries to challenge Savage, but the general calls him a coward for avoiding combat missions and demotes him to command of a B-17 named the "Leper Colony", manned by the least competent airmen in the group. Whenever any man in the 918th fails to measure up, Savage transfers him to Gately's plane. Major Joe Cobb (John Kellogg), one of Savage's squadron commanders, takes Gately's place as Air Exec.

Upset by Savage's stern brand of leadership, all of the 918th's pilots apply for transfers. Savage asks the Group Adjutant, Major Harvey Stovall, to delay their applications, to get himself more time to turn the Group around. Harvey, skating on the thin edge of military legality, does so.

The 918th resumes combat operations, and Savage continues to earn everyone's enmity with his blistering post-mission critiques. However, the airmen and pilots begin to change their minds after he leads them on a mission in which the 918th was the only group to strike the target and all of the aircraft made it back safely.

Savage tries to enlist a young pilot, Medal of Honor-recipient Lieutenant Jesse Bishop (Robert Patten) to help him change the attitude of the other pilots. Bishop eventually comes to believe in the general, becoming a surrogate son to him. When the Inspector General arrives to check out the unrest, Bishop convinces the other pilots to withdraw their requests for transfer.

Some time after the Inspector General incident, Savage learns that Gately has been hospitalized, having flown two missions with a chipped vertebrae that caused him acute pain. Gately's stoicism in flying without complaint despite his injury brings about a rapprochement between him and Savage, and Gately is reinstated as the 918th's Air Exec.

As the air war advances over Germany, missions become longer and riskier, with enemy resistance increasingly intense. Many of Savage's best men are shot down or killed. General Pritchard tries to force Savage to return to a staff job with him, but Savage refuses because he feels that the 918th Group isn't quite ready to stand up without him yet. Pritchard reluctantly leaves Savage in command because he needs a proven leader for two important upcoming missions.

The first of these missions, aimed at destroying Germany's ball bearing industry, has the Luftwaffe throwing everything available at the bomber force. Although the target is hit, the 918th takes a beating, losing six of twenty-one B-17s. Savage watches Cobb's airplane blow up from a direct flak hit after he has to turn the bomber stream to pass directly over a known antiaircraft battery, and is shaken by the loss of one of his best combat commanders. On returning to base, Savage concludes that a second strike on the same target is necessary. A follow-up mission is scheduled for the next day.

However, as the Flying Fortresses are warming up for takeoff Savage has a nervous breakdown and is literally unable to climb into his bomber. Gately takes over air command and the mission lead. Savage enters a fugue or catatonic state, sweating out the mission in his quarters. Savage finally relaxes when his B-17s return and goes to sleep. He, like Davenport before him, has allowed himself to care too much for "his boys" and has paid the price. Savage's fate is unclear; the implication is that following a leave he will return to Pinetree (VIII Bomber Command) as General Pritchard's Air Operations Officer in the movie. (In the original novel, he returns to the United States to take command of the Second Air Force.)

His trip down memory lane concluded, Harvey Stovall leaves his old airbase and rides away on his bicycle, and the credits roll.


  • General Pritchard - commander of four American bomber groups in UK
  • Lt. General Frank Savage - second in command at general staff who goes back to the field to take over as leader of a poor performing bomber group
  • Colonel Keith Davenport - leader of the poor performing bomber group who is transferred to general staff
  • Colonel Ben Gately - second in command of the bomber group who is demoted back to leader of a group of planes
  • Major Harvey Stovall - administrative officer
  • Cobb - pilot who is promoted to replace Gately
  • Bishop - pilot who is awarded medal of honour for his bravery and becomes spokesman for the pilots

Analogy to Corporate Leadership

"How can I get my employees to become more responsible? How can I get them to work harder? How can I get them to take maximum effort?" Every CEO and every manager ask themselves such questions from time to time but rarely do they find a satisfactory answer or formula. Some try to achieve these ends by exercising severe discipline over their people. Others try to do it by offering material rewards. Some adapt a friendly sympathetic attitude. Some do it by recognizing high achievers and celebrating successes. All of these methods can be effective for a period of time under the right circumstances, but none by itself can raise and maintain performance at peak levels or provide a lasting solution to the challenge of corporate leadership.

The real solution is depicted in 12 O'clock High, a 50 year old Hollywood movie starring Gregory Peck as an Air Force commander, General Savage, faced with the task of reviving the morale and performance of a bomber squadron in England that is engaged in the deadly experiment of open air precision bombing of German defense facilities on the continent. Vastly outnumbered by the superior German air strength, the Allied forces are suffering heavy casualties and this squadron has suffered worse than any of the others, resulting in severe demoralization of the flight crews. Savage's predecessor, Davenport, was loved and respected by his men but lost his effectiveness as a leader when he became so preoccupied with the high fatality rate on their air missions that he could no longer inspire his men with the courage needed to face the enemy fire and make the sacrifices required in war.

Taking over command of a disgruntled squadron that had lost faith in its mission, its leadership and itself, Savage proceeded to rebuild the discipline, faith, confidence, pride and courage of his team by methods that are fully applicable in today's highly competitive business environment. So effective was his approach that all the pilots who had applied for mass transfer to another squadron voluntarily withdrew their applications. Ground officers who were either too old to fly, including a church reverend and General Pritchart himself, smuggled aboard some of the aircraft to share in the danger and contribute to the glory of a dangerous mission. Though Savage collapsed in utter exhaustion before the final mission, the squadron led by Gately gloriously fulfilled the objective. The squadron that had ranked last in performance rose to become the model for others and as a result of its success convinced the military authorities to vastly expand the forces dedicated to the daylight bombing attacks.

Savage's approach is not just sound military or management practice. It is based on a spiritual insight into leadership that can elevate any organization to peak levels of achievement. Here are some lessons from a spiritual approach to leadership:

  1. Discipline first - every organization depends for its survival on maintaining a certain basic level of discipline and authority without which it will quickly falter and dissolve. Freedom and creativity can thrive only on a foundation of self-discipline. Like many faltering companies, Savage's squadron had ceased to believe in the necessity of basic discipline. Base security became lax. Officers took unauthorized leave to get drunk. Staff neglected the official dress code and failed to salute officers. People were too busy consoling each other and themselves over the hardship of their work to realize how their change in attitude affected their performance. Savage's response was to restore basic discipline in all areas without regard for how unpopular it was with his men. But, most importantly, though he exercised firm authority without hesitation, it was never done as an assertion of his own self-importance or power. It was never arbitrary, never based on personal preference or personal reaction. If he was strong or severe, it was because the person or situation demanded it, not because his own uncontrolled emotions or sense of self-importance urged him to it.
  2. Chose the right people - No matter how talented or dedicated or good a person is, if he has lost faith in himself or his organization, he cannot effectively lead others. Davenport sought to shelter his men and defended those that erred. Savage's boss, General Pritchart, had recognized that although Davenport was courageous and loved by his men, he had so exhausted his efforts to protect his men that he was emotionally spent and incapable of leading others. Pritchart transferred Davenport to a desk job. After taking over command, Savage realized that the other flight leader, Gately, who was son and grandson to great military heroes, shirked responsibility and avoided dangerous missions. Gately was ordered to fly every mission and take the least fit members as his crew, so he would be forced to assume full responsibility. Savage named that team, the Leper Colony, to signify the poor performance. But having exposed Gately to public scorn, Savage chose to risk his life by flying in Gately's plane. Always he tempered severity with the utmost humanity. Ultimately he brought out the heroic best in Gately, who proved himself a most able and courageous leader. A medal of honor pilot named Bishop became spokesman for the disgruntled pilots. Despite Bishop's opposition, Savage respected his courageous character, appealed to his sense of honour, and eventually converted him into his own spokesman among the pilots.
  3. Recognition and Encouragement - Savage was ready to demote a subordinate for lax discipline. But he was equally ready to recognize and encourage even the smallest positive gesture or initiative and promote those who displayed capacity. In one instance he demoted a sergeant for working out of uniform and then promoted him back for accepting the duties of car driver with a positive attitude. In another he promoted a pilot in spite of the man's rude behavior to him, because he believed the man had the capacities needed for leadership. While his acts of discipline were overt, his encouragement was all the more powerful because it was usually silent and subtle rather than showy.
  4. Training - Savage understood that poor discipline and low morale were not the only deficiencies. The squadron displayed lack of skill in many areas. Bombers lost the split second edge of precision timing needed to hit their targets. A navigator missed a landmark and delayed the squadron's progress by three minutes, resulting in heavy losses to enemy fire. Therefore, though the men were experienced war veterans, he insisted on returning to basics and devoted every spare moment to retraining and practice on essential skills.
  5. Lead by example - For Savage being the leader means being responsible. He did not dispatch others to fight his battles. Having earned the right to be an arm chair general leading from the rear, he risked his life to lead by courageous example flying on the most dangerous missions. He went down to the lowest level, to the last rung of the ladder, to demonstrate how victory can be achieved.
  6. Believe in your people - Davenport had failed because he believed that his men were incapable of the effort demanded of them and he felt a strong urge to protect or pamper them. Savage never flattered or pampered anyone. He succeeded because he recognized that his men were capable of extraordinary feats of heroism and inspired them to display it. He understood that fear and hesitation were the source of their previous high fatalities. By building their self-confidence he was able to bring losses down to a bare minimum.
  7. Do not seek popularity - Everyone thought Davenport was a good leader because he was popular with his men. But those who seek to win popularity are followers of those they try to win over. Savage never resorted to explanations or justifications, even when he was grossly misunderstood by others. He always did what he believed was right and necessary. At the same time, he remained always open and willing to receive advice, never stubbornly insisting on his own view to maintain his prestige or authority.
  8. Accept challenges to build pride - Savage knew that his only hope of preserving the squadron and winning over the men was to prove to them that they were better and capable of much more than they thought. He looked for an opportunity that would enable them to prove their worth. When it appeared, he risked defying the direct command of his superior to give his men the chance to succeed. Their success generated such pride that the men forgot their previous resentment and dislike for Savage and became his faithful followers.
  9. Create a sense of purpose - Savage understood that men do not fight for a cause, they fight for a leader they respect. He understood also that he had to create a sense of purpose that could justify to his men the sacrifices that many would have to make. When he began, his men believed they were risking their lives for no purpose and contributing nothing of real significance to the war effort. Before he had finished, he convinced not only them but the entire air command that their success was crucial to an early allied victory.
  10. Exhaust your effort - Whatever the limitations, when man exhausts his effort in full sincerity the spirit takes over. Either it fills him with the energy required or it brings in the additional resources needed to complete the work. Savage exhausted his physical, nervous and psychological energies in reviving the squadron. At the crucial moment, Gately and all the crews rose to his highest expectations and successfully completed the mission. In any situation, the spiritual attitude of giving one's all evokes such a response from life.

Businessmen will rightly note that there are vast differences between a military command and leading a business. That is true. Soldiers may be conscripted and forced to fight by threat of punishment. Whereas employees join a company and remain on the job as an act of free choice. In most cases, positive motivation is a more powerful motivator than fear. Employees can leave at any moment and seek better opportunities elsewhere. As no one can compel by fear the CEO to behave in a particular manner, every other employee ultimately enjoys the same freedom. Also, a military commander can relieve any of his men at will and discipline them without explanation, but a businessman is bound both by law and standards of fairness to justify his actions as prudent and reasonable.

Despite these real differences, fundamentally the task of the leader both in business and in war is the same. Threats and fear do not bring out the best in a soldier or an employee. The greatest generals like the greatest entrepreneurs inspired their men to feats of high performance by generating confidence, pride and the thirst for victory. They both recognize that though you can physically compel a person to outwardly behave in a particular manner by threat or fear, you can never release his full emotional energies for accomplishment in that manner. Both must rely more on education and inspiration than compulsion. Ultimately both soldiers and employees succeed because they choose to succeed, because they want to succeed, not only for themselves but for leaders and missions they believe in. Success is a matter of free choice that is self-determined much more by our inner attitudes than our outward actions. We are the ultimate determinant of our own success. That is a fundamental spiritual truth valid in all spheres of live.

Comparison of Military and Company:

  • Military involves conscription, reconditioning and training
  • Military commander can relieve anyone without a word of explanation
  • Even here, the pilots could ask for transfer
  • Company involves voluntary enlistment and positive motivation

Attributes of a Successful Leader

  1. Savage openly uses discipline balanced by silent encouragement.
  2. He leads by example - flies in the Leper Colony

What is leadership?

  1. Soldiers fight for the commander (their immediate boss Keith), not for the country
  2. When Keith is removed, they lose morale
  3. Even though it is military, the pilots have the option to transfer and finally the opt to remain.
  4. Leadership always involves a question of choice.

Discipline vs. Choice

  1. Savage uses discipline to make the men believe in him and themselves
  2. No one can compel MKS to do anything
  3. Everyone else has the same freedom
  4. Our only scope is to educate them that this is the best for them
  5. Even Savage could only educate in the long run

What Savage does?

  1. Removes those with negative attitude - Keith Davenport, Ben Gately, Sergeant
  2. Insists on discipline
    • Stops the drinking when morale is low
    • Does not reward minimum compliance - when pilots decide not to resign
  3. Instantly recognizes and rewards positive behaviour
    • Identifies talent and elevates it
    • Overlooks Cobbs sharp behaviour
    • Gave Gately an opportunity to prove himself and entrusted him with the leadership
    • Opens the bar
    • Gives leave to London after refusing it earlier
  4. Consistently treated the men as men, not boys that needed pampering
    • Acknowledges the men's loyalty to Davenport but does not try to compete with it
    • Brought out their manliness
  5. Meets people half way
    • Goes out to receive coffee from Major Stovall
    • Creates a silent joke with him about delaying transfer apps
  6. Goes down to the lowest level to uplift them - does not coerce
    • Replaces Keith
    • Flies in Leper Colony
  7. Creates an occasion for victory to build pride
  8. Made the men believe there was a sense of meaning/purpose in their sacrifice
  9. Refuses the trap of Davenport's warning to be soft

What is the response to Savage's leadership?

  1. How does it change the thinking of his crew?
    • Shifted from demoralization and fear to discipline
    • Men who felt defeated gained confidence
    • Those who opposed began to cooperate
  2. How does it change their behaviour?
    • How does it change human relationships with him?

How does life respond?

  1. Pilots reverse their resignations
  2. Stovall & reverend stow aboard the flight
  3. General Pritchard does too

Personal vs. Impersonal (ego vs. selfless)

  1. Davenport takes the failure of the group personally and thereby becomes ineffective as a leader. He acts out of personal loyalty to his men (navigator Zimmy) and responds to their loyalty by emotional attachment, not by giving them what they need.
  2. Savage in contrast never responds personally. At all times he relates to the men and responds in a manner designed to enhance their effectiveness. He is objective. He understands the viewpoint of the group and acts in a manner designed to enhance group effectiveness.
  3. Davenport is subjective. He thinks only of his own failure and extends that sense of failure to the group. One who feels personally disillusioned by failure will feel personal elated by success. That means he works for his own success not that of the mission. He is thinking of himself even when he thinks of others.
  4. Savage on the other hand thinks only of the men and their mission not of his own success or failure as leader. He is impersonal but totally involved and committed to accomplishment.
  5. He did not try to be popular (compete with Keith) because he did not think of himself, he thought only of the welfare of the men and the mission.
  6. Savage does not react egoistically to Cobb's unfriendly behaviour. Nor does he respond sentimentally when the pilots withdraw their applications expressing their loyalty to him.
  7. His anger is because anger is necessary, not because he feels it.
  8. He does not take the desertion of the pilots personally as a betrayal or disloyalty. He understands it objectively and works to reverse it - to win them over rather than command them to follow.
  9. He suppresses his emotions - whether the feeling of being betrayed by the men or the moved feeling when he learns of Gately's self-effacing act of flying with severe injury. He responds by showing #Gately great respect, rather than personal gratitude.

Discipline & Authority vs. Freedom & Choice

  1. Savage insists on a high level of discipline because it is the basis for effective organization, efficient operations and building confidence and pride in the group.
  2. He never insists on authority or self-importance for its own sake.
  3. Savage understands that he must insist on minimum discipline but the mission will succeed only when he achieves maximum performance and maximum effort which cannot be extracted by discipline or authority.
  4. The maximum can only be achieved in freedom and by free choice. Therefore he gives the pilots the option of transferring and struggles to win their allegiance, even though he is not obliged to do so. Though it is a military situation in which men risk their lives every day and would love to escape the danger, he knows they will be effective only when they decide that they want to do this.

Blame and Respect

  1. With the exception of Gately, he avoids imputing negative motives to others, even when they fail.
  2. He understands the poor performance as an organizational phenomenon which must be reversed collectively.
  3. He and Pritchard understand Davenport's failure is due to exhausted effort and incapacity, not lack of right intention, so they never try to humiliate him.
  4. Only Gately is humiliated. Savage rightly understands that Gately has great capacity as a leader but has become weak and lazy due to the exhaustion of war. By abusing him openly he hopes and succeeds in bringing out the best in Gately. He abuses but he does not believe that abuse to be the whole truth. He does not do it out of personal animosity, but because Gately needs it.
  5. Having condemned or punished anyone, he is equally ready to recognize when they reverse their attitude, as in the case of the Sergeant.
  6. He never acts in such a way as to permanently undermine his relationship with any of the men, even when he is severe with them.
  7. There are no useless people. Only those who are behaving in a useless manner.
  8. He ultimately believes in them and makes them believe in themselves.

Organization and Skills

  1. Because he sees impersonally, Savage is able to spot the weaknesses in organization (flight formation) and inadequacies in skill that contribute the failed missions.
  2. Rather than questioning the motives of the men, he focuses on building up skills and organization.

Teamwork and Coordination

  1. He emphasizes group integrity vs individual accomplishment, even if it is heroic by reprimanding the pilot for breaking formation to save his roommate. He then shuffles roommates to build an all-around team spirit.
  2. He succeeds in getting all members of the staff including the cooks and mechanics focused on the overall success of the group rather than remaining indifferent and detached in their individual work.

Self-Respect, Pride and Purpose

  1. Savage understands that the men must have an inspiring purpose in order to complete their mission. The mere desire for survival makes them overly concerned and preoccupied with their own fate and less effective on their missions, resulting in high casualty rates.
  2. He also knows that in their highly demoralized state, appealing to idealistic visions will not work. He must first instill a basic discipline and sense of competence - they must first feel competent before they can be idealistic. He achieves this through discipline and training which result in a dramatic reduction in casualty rates and successful missions.
  3. He then seeks to an opportunity to build pride in the group. He breaks the rules and violates command instructions so that his group can complete a dangerous mission when other groups fell back. Even after this success, the group is neither pleased by his leadership or inspired. It is an intermediate step in their development.
  4. Once he inspires competence, he appeals to a higher purpose - the significance of their mission to the war effort. He does not ask or expect personal loyalty. He does not promise personal rewards.
  5. Why when Bishop withdraws his transfer request, do all the other pilots follow? Savage did not appeal to Bishop personally in terms of personal rewards or friendship. He appealed to him impersonally to fulfill his obligation and serve the war effort. The response came from all the men because it was to an impersonal appeal.

Every act can be energized

  1. Reprimanding the security guard to send a message to the troops.
  2. He goes out to take the coffee from Stovall.
  3. He promotes the driver for his good attitude just as readily as he demoted the sergeant. Not arbitrarily by as an encouragement for those who respond.
  4. He calls Stovall by his first name and confides in him when he sees Stovall offering the least cooperation.
  5. He recognizes Gately's sacrifice and heroism by giving him special status rather than by personal thanks.